Carol Pottenger
CALIFORNIA WATER SERVICEAbout Carol M. Pottenger
Independent director of California Water Service Group since 2017; age 70. Former U.S. Navy Vice Admiral (three-star) and currently Principal/Owner of CMP Global, a governance, strategy, and cyber/information systems consultancy. Education: Purdue University. Core credentials include operations leadership, cybersecurity and technology oversight, and enterprise risk management experience. Committees: Enterprise Risk Management, Safety, & Security; Finance & Capital Investment; Nominating/Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Vice Admiral (U.S. Flag Officer); first female three‑star to lead in a combat branch; responsible for military transformation, counterterrorism, cybersecurity | Through 2013 | Strategic/operational leadership; sensitive risk/cyber topics |
| CMP Global, LLC | Principal & Owner (consulting: business development, process improvement, corporate governance, strategic planning, cyber/information systems) | 2014–present | Governance and cyber advisory expertise |
External Roles
| Organization/Body | Role | Public company? | Notes |
|---|---|---|---|
| U.S. Navy Memorial Foundation (Washington, D.C.) | Board member | No | Non-profit board |
| PricewaterhouseCoopers LLP Board of Partners & Principals | Board member | No (partnership) | External governance role; CWT’s auditor is Deloitte (not PwC) |
| Serco North America | Board member | Not disclosed as public in proxy | External board role |
| Advanced Technology International | Board member | Not disclosed as public in proxy | External board role |
| Other public company boards (current) | — | — | None disclosed for Pottenger |
Board Governance
- Independence: Board determined Pottenger is independent under NYSE and CWT standards (all directors except the CEO are independent) .
- Board/committee meetings: In 2024, the Board held 10 meetings; committees held 16 in total. All incumbent directors attended at least 75%, with 96% average attendance, and all director nominees attended the 2024 Annual Meeting .
- Lead independent oversight: Lead Independent Director structure with defined duties; independent director executive sessions held regularly (Board and committees held 20 executive sessions in 2024) .
| Committee | 2024 Meetings | Role |
|---|---|---|
| Enterprise Risk Management, Safety, & Security | 3 | Member |
| Finance & Capital Investment | 4 | Member |
| Nominating/Corporate Governance | 2 | Member |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (non‑employee directors) | $118,000 | 2024 program |
| Committee chair retainers | $0 | Applies only to chairs; Pottenger is not a chair |
| Lead Independent Director retainer | $0 | Not applicable to Pottenger |
| Meeting fees | $0 | Not disclosed; structure is retainer + equity |
| Cash fees actually paid to Pottenger (2024) | $118,000 | Reported in director compensation table |
Performance Compensation
| Equity Item | Details | Vesting | Amount/Value |
|---|---|---|---|
| Annual RSA equity grant (standard) | 2024 non‑employee director grant | Fully vested Mar 5, 2025 | $115,500 grant value; granted Jun 5, 2024 |
| Stock awards reported for Pottenger (ASC 718 fair value) | 2024 director compensation table | N/A | $123,455 (grant date fair value) |
| RSAs held at 12/31/2024 (Pottenger) | Aggregate restricted stock awards | Time‑based | 13,577 shares |
Notes: Equity for non-employee directors is time‑based restricted stock (no options or performance units). Meridian advised the Nominating/Corporate Governance Committee on 2024 director pay positioning .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None for Pottenger |
| Compensation Committee interlocks | 2024 O&C Committee members listed; no interlocks or insider participation disclosed. Pottenger is not on this committee |
Expertise & Qualifications
- Senior leadership, cybersecurity, financial/capital allocation, sustainability/government/public policy; industry oversight exposure. Skill profile highlighted in director biography .
- Specific ERM/cyber competencies align with her assignments on ERM and governance committees .
Equity Ownership
| Metric | Value | Cut‑off/Notes |
|---|---|---|
| Common stock beneficially owned (Pottenger) | 16,306 shares | As of Apr 16, 2025 |
| RSAs held (unvested/at end of year) | 13,577 | As of Dec 31, 2024 |
| Ownership guideline (directors) | 5x annual base retainer | Must retain 75% of net after‑tax shares until met; all directors in compliance |
| Hedging/pledging | Prohibited for directors | Insider trading policy; anti‑hedging and anti‑pledging |
Governance Assessment
- Board effectiveness and engagement: Independent director with attendance culture strong (96% average), active participation on ERM, Finance, and Nominating/Corporate Governance—committees directly tied to strategy, capital allocation, and risk oversight .
- Alignment and incentives: Director pay is balanced between cash retainer and time‑vested equity; stock ownership requirement of 5x retainer and anti‑hedging/pledging increase alignment. Pottenger’s reported 2024 mix ($118k cash, $123k equity) is consistent with peers’ structures in regulated utilities .
- Conflicts/related parties: Board confirms independence; no related person transactions since the beginning of 2024. Overboarding policy in place and all directors compliant. CWT’s auditor is Deloitte; Pottenger’s external role on PwC’s Board of Partners & Principals is disclosed but does not overlap with the Audit Committee or CWT’s auditor relationship .
- Shareholder sentiment: Say‑on‑Pay support was 96% in 2024 (and historically high), indicating broad investor confidence in governance and pay practices .
Watch items (for ongoing monitoring):
- External governance role at PwC’s Board of Partners & Principals; continue to monitor for any perceived independence questions should committee roles change (no issues disclosed; CWT’s auditor is Deloitte) .
- Mandatory retirement age 75—Pottenger at age 70; monitor board refresh planning over next 5 years .
No RED FLAGS disclosed:
- No related-party transactions, hedging/pledging prohibited, strong stock ownership standards, high Say‑on‑Pay support .